NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Reference is made to Solon Eiendom ASA’s (the “Company”) stock exchange
announcements made on 14 January 2019 and 28 January 2019 regarding the
subsequent offering (the “Subsequent Offering”) of up to 1,413,079 new shares
(the “Offer Shares”) at a subscription price of NOK 30.00 per Offer Share.
The subscription period for the Subsequent Offering expired on 28 January 2019
at 16:30 hours (CET). Based on the subscriptions received, the Subsequent
Offering was oversubscribed. The Company will issue a total of 1,413,079 new
shares in the Company at a subscription price of NOK 30.00 per share, each with
a nominal value of NOK 1.00. Accordingly, the gross proceeds of the Subsequent
Offering will be approximately NOK 42.4 million.
The Company's board of directors has allocated the shares in the Subsequent
Offering and notifications of allocation and the corresponding subscription
amount to be paid by each subscriber will be issued by mail or otherwise today,
29 January 2019. Payment for the allocated shares falls due on 31 January 2019.
The Company expects to register the share capital increase in the Norwegian
Register of Business Enterprises on or about 4 February 2019, provided that full
payment for the allocated shares has been received by the Company. As soon as
practically possible thereafter, the allocated shares will be transferred to the
subscribers' VPS accounts. The first day of trading of the new shares on Oslo
Børs is expected to be on or about 5 February 2019.
Following registration of the share capital increase for the Subsequent
Offering, the share capital of the Company will be NOK 60,762,412 divided on
60,762,412 shares, each with a nominal value of NOK 1.00.
Arctic Securities AS, acts as Manager for the Subsequent Offering.
Advokatfirmaet BAHR AS is acting as legal advisor.
Scott Danielsen, CFO
Tel: +47 952 55 620 / email: email@example.com
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company. The Company's financial advisor is acting
exclusively for the Company and no one else, and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients, or for advice in relation to the transactions, the contents
of this announcement or any of the matters referred to herein. The transactions
and the distribution of this announcement and other information in connection
with the transactions may be restricted by law in certain jurisdictions. The
Company assumes no responsibility in the event there is a violation by any
person of such restrictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about, and
to observe, any such restrictions. This announcement may not be used for, or in
connection with, and does not constitute, any offer of securities for sale in
the United States or in any other jurisdiction.
The transactions have not, and shall not, be made in any jurisdiction or
in any circumstances in which such offer or solicitation would be
unlawful. This announcement is not for distribution, directly or indirectly
in or into any jurisdiction in which it is unlawful to make any such offer or
solicitation to such person or where prior registration or approval is
required for that purpose. No steps have been taken or will be taken relating
to the transactions in any jurisdiction in which such steps would be required.
Neither the publication and/or delivery of this announcement shall under any
circumstances imply that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any date
subsequent to the earlier of the date hereof and any earlier specified
date with respect to such information.
This announcement is not for publication or distribution, directly or
indirectly, in the United States (including its territories and possessions, any
state of the United States and the District of Columbia). This announcement does
not constitute or form part of any offer or solicitation to purchase or
subscribe for securities in the United States. Securities may not be offered or
sold in the United States absent registration or an exemption from registration.
The shares to be issued in the transactions have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered or sold in the
United States or to, or for the account of, U.S. persons (as such term is
defined in Regulation S under the US Securities Act), except pursuant to an
effective registration statement under, or an exemption from the registration
requirements of, the US Securities Act. All offers and sales outside the United
States will be made in reliance on Regulation S under the US Securities Act.
There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in
connection with an offering of securities of the Company. Investors must neither
accept any offer for, nor acquire, any securities to which this document refers,
unless they do so on the basis of the information contained in the investor
material made available by the Company only to qualified persons in certain
jurisdictions where an offer may be made. This announcement does not
constitute an offer to sell or the solicitation of an offer to buy or subscribe
for, any securities and cannot be relied on for any investment contract or
This information is subject of the disclosure requirements acc. to §5-12
(Norwegian Securities Tradin